<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1999 Commission File No. 1-8719
- -------------------------------- --------------------------
THE TURNER CORPORATION
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3209884
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
375 Hudson Street, New York, New York 10014
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 229-6000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 30, 1999: 7,875,143.
1
<PAGE>
-2-
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS UNDER
THE SECURITIES LITIGATION REFORM ACT OF 1995
Except for historical information contained herein, this Form 10-Q contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 which involve certain risks and uncertainties.
When used on this Form 10-Q, the words "estimate," "anticipate," "expect,"
"believe," and similar expressions are intended to identify forward-looking
statements. These forward-looking statements are subject to risks, uncertainties
and assumptions including, among other things, the following:
. the accuracy of our estimates as to future revenues from and future costs
to be incurred on construction projects;
. our dependence on construction activity in the markets we serve; and
. the impact of competition and economic conditions on our business.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report might not occur.
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
- ------
Company or group of companies for which report is filed:
THE TURNER CORPORATION AND CONSOLIDATED SUBSIDIARIES
The consolidated balance sheet as of March 31, 1999, the consolidated
statements of operations for the three months ended March 31, 1999 and 1998, the
consolidated statement of stockholders' equity for the three months ended March
31, 1999 and the consolidated statements of cash flows for the three months
ended March 31, 1999 and 1998 are unaudited, but in the opinion of the company's
management reflect all adjustments, consisting only of normal recurring
adjustments, which are necessary to present fairly the financial condition and
results of operations at those dates and for those periods. The results of
operations for any three month period are not necessarily indicative of results
for a full year. It is suggested that these financial statements be read in
conjunction with the audited financial statements and notes thereto included in
the company's latest annual report.
2
<PAGE>
-3-
The Turner Corporation and Subsidiaries
Consolidated Balance Sheets
(in thousands)
<TABLE>
<CAPTION>
(unaudited)
March 31, December 31,
1999 1998
- -----------------------------------------------------------------------------------------------------------------------
Assets
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 159,913 $ 168,879
Marketable securities 106,018 112,766
Construction receivables:
Due on contracts 384,754 358,502
Retainage 188,975 188,148
Unbilled construction costs and related earnings 140,032 159,093
Real estate 40,119 40,494
Property and equipment, net 22,261 22,298
Prepaid pension cost 66,691 67,066
Other assets 12,693 11,817
---------------- ---------------
Total assets $1,121,456 $1,129,063
================ ===============
Liabilities
Construction accounts payable and accrued expenses:
Trade $ 469,933 $ 540,435
Retainage 213,536 216,077
Billings in excess of construction costs and related earnings 163,491 128,029
Notes payable 19,017 18,891
Deferred income taxes 18,408 18,417
Other liabilities 141,919 118,448
---------------- ---------------
Total liabilities 1,026,304 1,040,297
Stockholders' Equity
Series C, 8.5% cumulative convertible preferred stock, $1 par value 9 9
Series D, 8.5% cumulative convertible preferred stock, $1 par value 6 6
Series B cumulative convertible preferred stock, $1 par value 839 839
Common stock, $1 par value 8,424 8,383
Paid in capital 45,780 45,392
Retained earnings 50,276 44,113
---------------- ---------------
105,334 98,742
Less: Loan to Employee Stock Ownership Plan (1,412) (1,832)
Treasury stock, at cost (8,770) (8,144)
---------------- ---------------
Total stockholders' equity 95,152 88,766
---------------- ---------------
Total liabilities and stockholders' equity $1,121,456 $1,129,063
================ ===============
See Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
-4-
The Turner Corporation and Subsidiaries
Consolidated Statements of Operations
(in thousands, except share amounts)
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended
March 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Value of construction completed (see below) $ 928,012 $ 906,438
- -------------------------------------------------------------------------------------------------------------------------------
Revenue from construction contracts $ 874,136 $ 814,435
Cost of construction contracts 846,346 792,859
---------------- ----------------
Earnings from construction contracts 27,790 21,576
Construction operating expenses 15,137 13,671
General and administrative expenses 3,572 2,583
---------------- ----------------
Income from construction operations 9,081 5,322
Losses from real estate operations (148) (179)
Interest expense (194) (218)
Interest and other income, net 2,534 1,574
---------------- ----------------
Income before income taxes 11,273 6,499
Income tax provision 4,847 2,925
---------------- ----------------
Net income $ 6,426 $ 3,574
================ ================
Earnings per common share:
Basic $ 0.78 $ 0.37
Diluted $ 0.51 $ 0.27
Weighted average common shares outstanding 7,893,990 7,994,526
Weighted average common and common equivalent
shares outstanding 12,126,663 12,365,528
- -------------------------------------------------------------------------------------------------------------------------------
Value of construction completed consists of the following:
Revenue from construction contracts $ 874,136 $ 814,435
Construction costs incurred by owners in connection with work
under construction management and similar contracts 53,876 92,003
---------------- ----------------
Value of construction completed $ 928,012 $ 906,438
================ ================
Real estate operations consist of the following:
Rental and other income $ 458 $ 458
Cost of operations (229) (260)
Depreciation and amortization expense (377) (377)
----------------- ----------------
Losses from real estate operations $ (148) $ (179)
================= ================
See Notes to Consolidated Financial Statements.
</TABLE>
4
<PAGE>
-5-
The Turner Corporation and Subsidiaries
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 1999
(in thousands, except share amounts)
<TABLE>
<CAPTION> (unaudited)
Shares Amount
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Convertible preferred stock, Series C
Balance as of January 1 and March 31 9,000 $ 9
--------------- ----------------
Convertible preferred stock, Series D
Balance as of January 1 and March 31 6,000 6
--------------- ----------------
Convertible preferred stock, Series B
Balance as of January 1 and March 31 838,731 839
--------------- ----------------
Common stock
Balance as of January 1 8,382,581 8,383
Common stock issued 41,795 41
--------------- ----------------
Balance as of March 31 8,424,376 8,424
--------------- ----------------
Paid in capital
Balance as of January 1 45,392
Excess of proceeds over par value of common stock issued 361
Tax benefits from stock options exercised 27
----------------
Balance as of March 31 45,780
----------------
Retained earnings
Balance as of January 1 44,113
Net income 6,426
Dividends on Series B preferred stock (453)
Tax benefits on Series B preferred stock dividends 190
----------------
Balance as of March 31 50,276
----------------
Loan to Employee Stock Ownership Plan (ESOP)
Balance as of January 1 (1,832)
Repayment from loan to ESOP 420
----------------
Balance as of March 31 (1,412)
----------------
Treasury stock
Balance as of January 1 503,434 (8,144)
Purchases of treasury stock 40,475 (641)
Treasury stock issued (976) 15
--------------- ---------------
Balance as of March 31 542,933 (8,770)
--------------- ---------------
Total stockholders' equity $95,152
================
See Notes to Consolidated Financial Statements.
</TABLE>
5
<PAGE>
-6-
The Turner Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(in thousands)
<TABLE>
<CAPTION>
(unaudited)
Three Months Ended
March 31,
1999 1998
- -----------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S> <C> <C>
Net income $ 6,426 $ 3,574
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization expense 2,166 2,244
Net periodic pension charge 375 350
Changes in operating assets and liabilities:
Increase in construction receivables (8,018) (25,097)
Increase (decrease) in construction accounts payable and
accrued expenses (37,581) 23,073
Increase in other assets (1,487) (1,471)
Increase in other liabilities 23,694 9,897
--------------- -------------
Net cash provided by (used in) operating activities (14,425) 12,570
--------------- --------------
Cash flows from investing activities:
Purchases of marketable securities (29,722) (11,865)
Proceeds from sale of marketable securities 36,470 11,817
Distributions from real estate joint ventures - 18
Purchases of property & equipment (1,063) (1,259)
Proceeds from sale of property & equipment 15 5
Repayments on notes receivable 572 325
-------------- -------------
Net cash provided by (used in) investing activities 6,272 (959)
--------------- --------------
Cash flows from financing activities:
Common stock issued 402 982
Cash dividends to preferred stockholders (453) (775)
Principal payments under capital lease obligations (541) (491)
Purchases of treasury stock (641) (1,987)
Repayments from loan to ESOP 420 380
----------------- -------------
Net cash used in financing activities (813) (1,891)
----------------- -------------
Net increase (decrease) in cash and cash equivalents (8,966) 9,720
Cash and cash equivalents at beginning of period 168,879 153,241
----------------- -------------
Cash and cash equivalents at end of period $159,913 $162,961
================ ==============
- -----------------------------------------------------------------------------------------------------------
Noncash investing activities:
Note receivable from sale of net assets of construction
affiliate $ - $ 1,200
Noncash financing activities:
Treasury stock issued under stock-based compensation plans - 869
Capital lease obligations incurred by the company 667 455
See Notes to Consolidated Financial Statements.
</TABLE>
6
<PAGE>
-7-
The Turner Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(in thousands, except share amounts; unaudited)
1. Earnings Per Share
The following table reconciles the components of basic and diluted earnings per
common share for the three months ended March 31, 1999 and 1998.
<TABLE>
<CAPTION>
<S> <C> <C>
1999 1998
--------------- ---------------
Numerator:
Net income $6,426 $3,574
Preferred stock dividends, net of tax benefits (263) (583)
--------------- ---------------
Income available to common stockholders - Basic 6,163 2,991
--------------- ---------------
Effect of dilutive securities:
Series C preferred stock dividends - 191
Series D preferred stock dividends - 128
Series B preferred stock dividends, net of tax benefits 263 264
Series B preferred stock dividend differential (263) (264)
--------------- ---------------
- 319
--------------- ---------------
Income available to common stockholders - Diluted $6,163 $3,310
=============== ===============
Denominator:
Weighted average common shares outstanding - Basic 7,893,990 7,994,526
--------------- ---------------
Effect of dilutive securities:
Stock-based compensation plans 574,576 704,120
Series C convertible preferred stock 1,500,000 1,500,000
Series D convertible preferred stock 900,000 900,000
Series B convertible preferred stock 1,258,097 1,266,882
--------------- ---------------
4,232,673 4,371,002
--------------- ---------------
Weighted average common and common equivalent shares
outstanding - Diluted 12,126,663 12,365,528
=============== ===============
Basic earnings per common share $0.78 $0.37
Diluted earnings per common share $0.51 $0.27
</TABLE>
2. Stock Split
On July 24, 1998, the Board of Directors declared a three-for-two stock split
of Turner's common stock, effected in the form of a 50% stock dividend paid on
August 14, 1998 to all stockholders of record on August 3, 1998. All agreements
concerning stock options and other commitments payable in shares of Turner's
common stock provide for the issuance of additional shares due to the
declaration of the stock split. Historical share and per share amounts in the
financial statements have been adjusted to reflect the stock split on a
retroactive basis.
7
<PAGE>
-8-
3. Operating Segment Information
Turner's one reportable operating segment is our construction segment;
however, information regarding the real estate segment is also presented. The
construction segment provides general contracting, construction management, and
consulting services.
The Consolidated Statements of Operations provides information regarding
segment profit/loss and segment revenues. The value of construction completed
related to Turner's products and services provided by our construction segment
was:
Three Months Ended
March 31,
1999 1998
------------- -------------
General contracting $867,602 $791,952
Construction management 53,970 109,583
Consulting 6,440 4,903
------------- -------------
Construction segment total $928,012 $906,438
============= =============
Turner's revenue and assets predominantly relate to our United States
operations, with immaterial amounts related to foreign operations.
In 1998, Turner adopted Statement of Financial Accounting Standard
("SFAS") No. 131, "Disclosures about Segments of an Enterprise and Related
Information," which revised the disclosures about our operating segments. Turner
has presented quarterly information to conform to the new disclosure
requirements.
4. Comprehensive Income
In 1998, Turner adopted SFAS No. 130, "Reporting Comprehensive Income." This
statement establishes standards for reporting and display of comprehensive
income and its components in a separate financial statement. Comprehensive
income includes net income plus other comprehensive income, which includes
unrealized gains and losses on marketable securities that are "available for
sale," changes in additional minimum pension liabilities and changes in foreign
currency translation adjustments. Turner has not presented statements of
comprehensive income, as other comprehensive income was not material.
5. Planned Redemption of the Series B Preferred Stock
Our employee stock ownership plan holds all of the outstanding Series B
Preferred Stock. We currently plan to redeem the Series B Preferred Stock on or
about July 1, 1999. We anticipate that, prior to the redemption, the plan will
convert the Series B Preferred Stock into common stock if the market price for
our common stock then exceeds approximately $14.31 per share. If the conversion
does not occur, we plan to pay the redemption price of approximately $18.0
million principally by issuing our common stock valued at its then current
market price. In that event, the number of shares of common stock to be issued
may exceed 1,258,097 shares.
We also plan to terminate our employee stock ownership plan on or after July
7, 1999. In connection with the termination, we anticipate that the plan will,
after all regulatory approvals have been obtained, distribute to plan
participants the common stock or other assets to which they are entitled. We
also anticipate that participants, in turn, will have the opportunity to roll-
over their distribution into our Section 401(k) tax deferred savings plan.
Turner's goal is for the distribution to occur in the fourth quarter of 1999.
<PAGE>
-9-
Item 2 Management's Discussion & Analysis of Financial Condition and Results
- ------
of Operations
Results of Operations
The following table summarizes the consolidated results of operations and the
related percentages of revenues for the three months ended March 31, 1999 and
1998.
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------------------------------------------------
1998 1999
------------------------------- -------------------------------
<S> <C> <C> <C> <C>
(Dollars in thousands)
Revenue from construction contracts $814,435 100.00% $874,136 100.00%
Cost of construction contracts 792,859 97.35% 846,346 96.82%
------------------------------- -------------------------------
Earnings from construction contracts 21,576 2.65% 27,790 3.18%
Construction operating expenses 13,671 1.68% 15,137 1.73%
General and administrative expenses 2,583 0.32% 3,572 0.41%
------------------------------- -------------------------------
Income from construction operations 5,322 0.65% 9,081 1.04%
Losses from real estate operations (179) (0.02%) (148) (0.02%)
Interest expense (218) (0.02%) (194) (0.02%)
Interest and other income, net 1,574 0.19% 2,534 0.29%
------------------------------- -------------------------------
Income before income taxes 6,499 0.80% 11,273 1.29%
Income tax provision 2,925 0.36% 4,847 0.55%
------------------------------- -------------------------------
Net income $ 3,574 0.44% $ 6,426 0.74%
=============================== ===============================
</TABLE>
Revenue from construction contracts was $874 million for the first quarter of
1999 versus $814 million for the same period in 1998, an increase of 7% due to
the continuation of a strong general building construction market across the
United States. The value of construction completed was $928 million for the
first quarter of 1999 versus $906 million for the same period in 1998, an
increase of 2%.
Earnings from construction contracts were $27.8 million for the first quarter
of 1999 versus $21.6 million for the same period in 1998, an increase of 29%.
These results reflect not only the growth in construction revenue but also an
improvement in margins for new contracts secured over the past several years.
As a percentage of revenue, earnings from construction contracts increased to
3.18% for the first quarter of 1999 from 2.65% for the same period in 1998.
Construction operating expenses, which are costs incurred by Turner's
construction operating units and subsidiaries that are not directly attributable
and charged to construction contracts, were $15.1 million for the first quarter
of 1999 versus $13.7 million for the same period in 1998, an increase of 11%.
We attribute the increase to an increase in expenses related to Turner's
incentive compensation plan as a result of improved earnings.
General and administrative expenses, representing corporate overhead expenses,
were $3.6 million for the first quarter of 1999 versus $2.6 million for the same
period in 1998, an increase of 38% due primarily to an increase in expenses
related to Turner's incentive compensation plan as a result of improved
earnings.
Income from construction operations, reflecting the factors discussed above,
was $9.1 million for the first quarter of 1999 versus $5.3 million for the same
period in 1998, an increase of 71%. As a percentage of earnings from
construction contracts, income from construction operations was 33% for the
first quarter of 1999 versus 25% for the same period in 1998.
9
<PAGE>
-10-
Losses from real estate operations were $0.1 million for the first quarter of
1999 versus $0.2 million for the same period in 1998. Losses from real estate
operations included depreciation and amortization expense of $0.4 million for
the first quarter of 1999 and the first quarter of 1998. Because these are non-
cash expenses, Turner's real estate operations generated positive cash flow
after payments of interest on real estate debt for each of these quarters.
Interest expense was $0.2 million for the first quarter of 1999 virtually
unchanged compared to the same period in 1998.
Interest and Other income, net was $2.5 million for the first quarter of 1999
versus $1.6 million for the same period in 1998, an increase of 61% due to
increased income from higher investment balances of cash and cash equivalents
and marketable securities. We have been able to maintain these higher
investment balances due to increased construction activity, higher levels of
profitability and improved cash management practices.
Net Income was $6.4 million for the first quarter of 1999 versus $3.6 million
for the same period in 1998, an increase of 80%. Basic earnings per share were
$0.78 for the first quarter of 1999 versus $0.37 for the same period in 1998;
both after taking into account dividends paid to the preferred stockholders.
Diluted earnings per share were $0.51 for the first quarter of 1999 versus $0.27
for the same period in 1998.
Value of new contracts secured was $1.1 billion for the first quarter of 1999
versus $0.9 million for the same period in 1998, an increase of 12%. We
attribute the improvement to our increased market penetration in various general
building market sectors in which we compete.
The backlog of value of construction to be completed was $4.8 billion as of
March 31, 1999 versus $4.5 billion as of December 31, 1998, an increase of 6%.
Anticipated earnings associated with backlog from construction contracts stood
at a record $121.0 million as of March 31, 1999 versus $113.2 million as of
December 31, 1998, an increase of 7%. We attribute the improvement to our
increased market penetration in various general building market sectors in which
we compete and our enhanced sales and marketing effort.
Estimated earnings from construction contracts, which represents the
anticipated earnings associated with the estimated value of construction to be
completed, cannot and should not be used as the basis for predicting future
operating results. In addition, because of the varying proportion of general
contracting, construction management, and construction consulting contracts, the
relationship of value of work completed and earnings from construction contracts
are not necessarily meaningful in the short run.
Financial Condition
As of March 31, 1999, Turner had cash, cash equivalents and marketable
securities of $265.9 million, compared with $281.6 million as of December 31,
1998 and $172.1 million as of December 31, 1997. Management believes Turner's
current cash position, in addition to cash flows from construction activities,
its $45.0 million revolving credit facility and amounts available from overnight
credit facilities, will be sufficient to support Turner's short-term and
foreseeable long-term requirements.
Cash flows for the first quarter of 1999 resulted in a net decrease of funds
of $9.0 million. Cash flows used in operating activities amounted to $14.4
million due primarily to an increase in construction activity and the timing of
associated receipts and disbursements. Cash flows provided by investing
activities amounted to $6.3 million, principally due to purchases and sales of
marketable securities. Cash used in financing activities amounted to $0.8
million and was primarily attributable to stock repurchases.
Turner has a $45.0 million unsecured revolving credit facility that can be
used for borrowings for general corporate purposes. The facility matures in
2001 and contains two one-year extension options. Turner also maintains $8.5
million of overnight credit facilities with various banks. Turner had no
borrowings under these facilities during 1997, 1998 or the first quarter of
1999.
10
<PAGE>
-11-
Year 2000
The Year 2000 issue results from computer programs and circuitry that do not
differentiate between the year 1900 and the year 2000 because they are written
using two- rather than four-digit dates to define the applicable year. If not
corrected, many computer applications and date-sensitive devices could fail or
create erroneous results before, on or after January 1, 2000. The Year 2000
issue affects virtually all companies and organizations, including Turner.
Turner has developed, and is implementing a plan, the goal of which is to
assure that Turner will achieve Year 2000 readiness in time to avoid significant
Year 2000 failures. We are proceeding with our assessment of the Year 2000
readiness issues for our computer systems, business processes, facilities and
equipment to assure their continued functionality. We are also continuing our
assessment of the readiness of external entities, including subcontractors,
suppliers, vendors, and customers that interface with us. To that end, Turner
has taken the following actions:
. Computer Systems. Turner periodically upgrades its computer systems as its
needs require. Since 1997, we have been upgrading the software for our
financial, project management and human resources computer systems, and we
expect this process to be completed by the second quarter of 1999. Vendors
of our new computer systems certified them to be Year 2000 compliant.
Turner's computer hardware is limited to stand-alone and networked desk-top
systems. Turner has assessed the Year 2000 readiness of its computer
hardware and potential risks to Turner's operations, and intends to replace
those systems that may pose a risk to Turner's operations in 1999. With
regard to computer equipment that is not Year 2000 compliant, but does not
pose a risk to Turner, as, for example, a desk-top computer used for word
processing, Turner intends in 1999 to replace that equipment as part of
routine upgrading.
. Business Processes. Turner has and continues to assess the potential
impact of Year 2000 on its business processes. Internally, Turner has
prepared and distributed a memorandum outlining a plan of preparedness to
all of Turner's financial managers in our headquarters and business units.
The plan requires each manager to assess the risks of Year 2000 issues at
his or her business unit or department, and it describes Turner's policies
on testing, upgrading, and dealing with third parties as they relate to
Year 2000. Each manager is required to report back to headquarters on his
or her assessment of the unit's readiness. We have modified our contract
terms for any subcontractor hired to install or construct structures or
provide equipment that may be affected by Year 2000 issues. The contract
terms require the subcontractor or vendor to represent and warrant that the
work performed by the subcontractor or the equipment sold by the vendor is
Year 2000 compliant. The subcontractor or the vendor also must agree to
indemnify Turner and the owner of the building from any claims arising out
of the breach of such representation and warranty. Turner is in the
process of contacting its key suppliers and subcontractors regarding their
Year 2000 readiness.
. Facilities and Equipment. Turner does not actually own or operate
significant construction machinery, but we have implemented a policy of
inquiring as to the Year 2000 compliance of subcontractors' equipment and
compliant components in our New York headquarters and are assessing the
equipment of other offices. The cost of our phone switch upgrade was under
$50,000. Although Turner intends to upgrade its e-mail and networking
software and hardware by mid-1999, we will still be vulnerable to any Year
2000 problems incurred by third-party telecommunications companies.
The costs incurred for upgrading our computer systems are being funded with
cash flows from operations. The costs incurred principally relate to new
systems being implemented to improve business functionality rather than solely
to address Year 2000 issues. These costs have not been and are not expected to
be material in relation to Turner's overall results of operations or financial
position.
11
<PAGE>
-12-
Turner believes that its internal computer systems, facilities, and equipment
will be Year 2000 compliant. However, there is no assurance that all of the
planned upgrades will be completed in time or function as intended. As we have
no contingency plan other than to deal as expeditiously as possible with
situations if and when they arise, we may experience significant disruptions,
the cost of which we are unable to estimate at this time. We also believe that
disruptions in some of our subcontractors' operations will not significantly
affect our projects because we have relationships with other subcontractors with
similar expertise. We cannot assume, however, that an adequate supply of
subcontractors will be available.
12
<PAGE>
-13-
Part II - OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
- ------
(a) Exhibit 11 - Incorporated herein by reference to Note 1 to the Company's
Consolidated Financial Statements.
(b) During the three months ended March 31, 1999 no Form 8-K was filed.
13
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
THE TURNER CORPORATION
----------------------
(Registrant)
Date: May 3, 1999 /s/ R. E. Fee
-------------
(Signature)
R. E. Fee
President and
Chief Operating Officer
Date: May 3, 1999 /s/ D. G. Sleeman
-----------------
(Signature)
D. G. Sleeman
Senior Vice President,
Chief Financial Officer and
Chief Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains certain summary financial information extracted from the
Company's financial statements and notes thereto and is qualified in its
entirety by reference to such financial statements. The Company files an
unclassified balance sheet, certain line items are not applicable. All values
except share amounts are in thousands.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 159913
<SECURITIES> 106018
<RECEIVABLES> 713761
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 70282
<DEPRECIATION> 48021
<TOTAL-ASSETS> 1121456
<CURRENT-LIABILITIES> 0
<BONDS> 19017
0
854
<COMMON> 8424
<OTHER-SE> 85874
<TOTAL-LIABILITY-AND-EQUITY> 1121456
<SALES> 0
<TOTAL-REVENUES> 874594
<CGS> 0
<TOTAL-COSTS> 846952
<OTHER-EXPENSES> 18709
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 194
<INCOME-PRETAX> 11273
<INCOME-TAX> 4847
<INCOME-CONTINUING> 6426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6426
<EPS-PRIMARY> .78
<EPS-DILUTED> .51
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
The schedule contains certain summary financial information eztracted from the
Company's financial statements and notes therto and is qualified in its
entirety by reference to such financial statements. The Company files an
unclassiffied balance sheet, certain line items are not applicable. All values
except share amounts are in thousands.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 162961
<SECURITIES> 18977
<RECEIVABLES> 680197
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 64770
<DEPRECIATION> 41563
<TOTAL-ASSETS> 1006381
<CURRENT-LIABILITIES> 0
<BONDS> 21683
0
858
<COMMON> 5514
<OTHER-SE> 70975
<TOTAL-LIABILITY-AND-EQUITY> 1006381
<SALES> 0
<TOTAL-REVENUES> 814893
<CGS> 0
<TOTAL-COSTS> 793496
<OTHER-EXPENSES> 16254
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 218
<INCOME-PRETAX> 6499
<INCOME-TAX> 2925
<INCOME-CONTINUING> 3574
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3574
<EPS-PRIMARY> .37
<EPS-DILUTED> .27
</TABLE>